Dear Sirs,

Boeing B[ ] Aircraft with Manufacturer's Serial Number \_\_\_\_\_ (the "Aircraft")

 We refer to the Lease Agreement dated as of \_\_\_\_\_\_\_\_\_\_\_ \_\_, 200\_ (the
"Head Lease") between [Owner] (the "Owner"), as lessor, and Wells Fargo Bank
Northwest, N.A., not in its individual capacity, but solely as trustee under the
Trust Agreement (the "Lessor"), as lessee, and the Aircraft Lease Agreement
dated as of December 23, 2004 between Lessor, as lessor and Compania Panamena de
Aviacion, S.A. ("COPA"), as lessee, relating to the Aircraft (the "Lease
Agreement").

 For good and valuable consideration receipt of which is hereby
acknowledged, Owner confirms to you that it will not disturb the quiet use,
possession and enjoyment of the Aircraft by COPA throughout the term of the
Lease Agreement in accordance with the terms of the Lease Agreement so long as
no Event of Default then exists under the Lease Agreement.

Yours sincerely,

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
[Owner].

 147


 PART 4

 [FORM OF LETTER OF QUIET ENJOYMENT FROM FINANCING PARTIES]

 [NAME AND ADDRESS OF FINANCING PARTY]

[Date]

Compania Panamena de Aviacion, S.A.

Dear Sirs,

Boeing B[ ] Aircraft with Manufacturer's Serial Number \_\_\_\_\_\_ (the "Aircraft")